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CORPORATE LAW

(COURSE CONTENTS)

Also known as Company Law and Business Associations, Corporate Law deals with incorporation and management of business and nonprofit entities. This course takes a holistic approach at the subject in the context of the recently amended Companies and Allied Matters Act (CAMA) 2020.

 

Some of the specific topics covered are outlined as follows.

 

1. LEGAL REGIME FOR CORPORATE PRACTICE IN NIGERIA

Introduction

The Nigerian Constitution

Companies and Allied Matters Act (CAMA)

(a) Innovations of CAMA

Nigerian Investment Promotion Commission Act and Related Legislations

(a) Foreign Participation in Enterprises

(b) Enterprise Establishment

(c) Investment Guarantees

(d) Reliefs and Incentives

Foreign Exchange (Monitoring and Miscellaneous Provisions) Act

(a) Investment with Foreign Currency and Guarantee of Imported Capital

(b) Domiciliary Account, Exports, and Securities Dealing

 

2. ADMINISTRATIVE AND REGULATORY INSTITUTIONS

Introduction

The Corporate Affairs Commission

(a) Establishment

(b) Membership

(c) Functions

(d) Accreditation

Securities Exchange Commission

(a) Establishment and Purpose

(b) Membership

(c) Functions

(d) Capital Market Registration

Nigerian Investment Promotion Commission

(a) Establishment

(b) Functions

(c) Documents Required for Registration with NIPC

(d) Procedure for Registration with NIPC

One Stop Investment Centre

(a) Establishment and Purpose

(b) Features

(c) Functions

National Office for Technology Acquisition and Promotion (NOTAP)

(a) Procedure of Applying for NOTAP Registration

(b) Refusal by NOTAP to Register

 

Nigerian Immigration Service

(a) Documents Required for Application with Immigration

Ethical Issues

 

3. TYPES OF COMPANY

Introduction

Registrable Company

(a) Sole Proprietorship

(b) Partnership

(c) Cooperative Societies

(d) Limited Liability Company

Factors Determining Type of Company to Establish

 

4. INCORPORATION OF CORPORATE BODIES

Introduction

Right and Capacity to Establish a Company

Classifications of Company

(a) Private Limited Company

(b) Public Company

(c) Company Limited by Shares

(d) Company Limited by Guarantee

(e) Unlimited Liability Company

(f) Small Company

(g) Holdings and subsidiary Companies

Procedure for Company Registration

(a) Particulars of the Proposed Company

(b) Preparing the Incorporation Documents

Effect of Memorandum and Articles of Association

Incorporation Documents

Stamping of Documents

Incorporated Trustees

(a) Features of Incorporated Trustees

(b) Specific Instructions for Formation of Incorporated Trustees

(c) Items in Constitution of Incorporated Trustees

(d) Checklist of Items for Registering Incorporated Trustees

(e) Differences between Companies Limited by Guarantee and   Incorporated Trustees

(f) Similarities between Companies Limited by Guarantee and

    Incorporated Trustees

 

4. BUSINESS NAME REGISTRATION

Registration of Business Name

Checklist for Registration of Business Name

Partnership Deed

 

5. PROMOTERS AND PRE-INCORPORATION CONTRACTS

Promoters

(a) Promoters Activities

(b) Duties of Promoters

(c) Remuneration of Promoters

(d) Liabilities of Promoters

Pre-Incorporation Contracts

 

6. POST-INCORPORATION MATTERS

Preliminary Matters before Commencement of Business

(a) Publication of Name

Corporate Searches

(a) Procedure for Conducting Corporate Search

(b) Checklist for Content of Search Report

 

7. CONVERSION OF COMPANIES AND ALTERATIONS

Conversion and Re-registration

Procedure for Re-registration of Private Company (Ltd) to Public Company (Plc)

(a) Consequential Alterations to Memorandum of Association

(b) Consequential Alterations to Articles of Association

Re-Registration of Public Company to Private Company

Re-registration of Private Company Limited by Shares to Unlimited Company (Ltd – Ultd)

Re-registration of Unlimited Company to Private Company Limited by Shares (Ultd – Ltd)

Re-registration of Statutory Corporation as Company Limited by Shares

Change of Company Name

(a) Compulsory Change of Name

   (b) Voluntary Change of Name

Alteration of Object Clause

(a) Procedure for Alteration of Object Clause

(b) Challenging the Alteration of Object Clause

Alteration Of Share Capital Clause

(a) Consolidation of Shares

(b) Conversion of Shares

(c) Subdivision of Shares

(d) Cancellation of Unissued Shares

(e) Alteration of Increase In Share Capital

(f) Reduction of Share Capital

Alteration of the Restriction of the Powers of the Company Clause

Alteration of Articles of Association

Business Name Changes

(a) Change of Proprietors

(b) Change of Business Nature

(c) Change of Business Name Address

(d) Addition/Removal of Partner

(e) Notice Business Cessation

Alteration of Incorporated Trustees

(a) Change of Name

(b) Change of Objects and Amendment of Constitution

(c) Replacement and Appointment of Additional Trustees

 

8. CORPORATE GOVERNANCE

Introduction

Company Directors

(a) Types of Company Directors

(b) Appointment of Subsequent Directors

(c) Appointment of Directors after Death of all Directors and Shareholders

(d) Age of Director

(e) Number of Directors

(f) Disqualification of Directors

(g) Vacation of Office of Director

(h) Retirement/Rotation of Directors

(i) Removal of Directors

(j) Remedies for Wrongful Removal of a Director

(k) Remuneration of Directors and Managing Director

(l) Publication of Directors

(m) Duties of Directors

(n) Proceedings of Directors

Company Secretary

(a) Qualifications of Company Secretary

(b) Appointment and Removal of Company Secretary

(c) Status and Acts by Secretary

(d) Duties of Company Secretary

 

9. COMPANY MEMBERSHIP, MEETINGS AND RESOLUTIONS

Membership

(a) Membership Acquisition

(b) Incidents and Rights of Membership

(c) Cessation of Membership

Meetings

(a) Statutory Meeting

(b) Annual General Meeting

(c) Extra-Ordinary General Meeting

(d) Court- Ordered Meeting

Resolutions

(a) Resolutions Requiring Special Notice

(b) Registration of Resolution

  

10. FINANCIAL STATEMENTS, AUDITS AND ANNUAL RETURNS

Financial Statements

(a) Accounting Records

(b) Preparation of Financial Statement

(c) Publication and Delivery of Financial Statements

(d) Persons Entitled to Financial Statement

Audit

(a) Appointment and Removal of Auditors

(b) Qualification of Auditors

(c) Resignation of Auditors

(d) Duties and Liabilities of Auditors

(f) Audit Committee

Annual Returns

 

11. MAJORITY RULE AND CORPORATE SOVEREIGNTY

Majority Rule

(a) Rationale for the Rule

(b) Exceptions to the Rule in Foss v. Harbottle

Forms of Minority Protection Actions

(a) Members Direct Action

(b) Derivative Action

(c) Relief on Grounds of Unfairly Prejudicial and Oppressive Conduct

(d) Investigation of Company

(f) Other Forms of Minority Protection

(g) Payment of Dividends

 

12. COMPANY SHARES, DEBENTURES AND SECURITIES

Shares

(a) Rights and Liabilities on Shares

(b) Duties on Shares

(c) Types/Classes of Shares

(d) Circumstances when Preference Shares Can Carry More than One Vote

 (e) Acquisition of Shares

(f) Allotment of Shares

(g) Methods of Allotment

(h) Transfer of Shares

Debentures

(a) Debenture Stock Certificate

(b) Types of Debentures

(c) Contents of Debenture Deed

(d) Types of Secured Debentures

(e) Procedure for Creation of Charges/Debentures

 

13. CAPITAL MARKET PRACTICE AND FLOATATION OF SECURITIES

Capital Market

(a)  Financial Market and Capital Market

(b) Advantages of the Capital Market

(c) Role of the Capital Market

Levels of the Nigerian Capital Market

(a)  Primary Market

(b) Secondary Market

(c) Public Offer of Securities

(d) Documents Required for Registration of Securities

(e) Procedure for Issuance and Publication of Prospectus

(f) Registration of Securities with SEC

(g) Role of Solicitor in Public Offer of Securities 

Floatation of Bonds

(a) Corporate Bonds

(b) Procedure for Disclosure and Creation of Charge

(c) Government Bonds

(d) Conditions for Issue of Government Bonds

(e) Procedure for Registration of Government Bonds

(f) Registration of Government Owned Company and Agency Bond

Global Depository Receipt

Collective Investments Schemes

(a) Types of Collective Investment Schemes

(b) Procedure for Registration of Collective Investment Scheme

(c) Differences between Company and CIS

 

14. INTERNAL RESTRUCTURING

Meaning of Restructuring

(a) Reasons and Rationale for Restructuring

(b) Options for Internal Restructuring

(c) Signposts for Determining Best Internal Restructuring Option

  1. Arrangement or Compromise

(e) Arrangement on Sale

(f) Increase and Reduction in Share Capital

(g) Share Reconstruction and Reconsolidation

(h) Buy-Out

 

15. EXTERNAL OPTIONS IN CORPORATE RESTRUCTURING

External Restructuring

Regulatory Bodies and Legal Framework for External Restructuring

Purchase and Assumption

(a) Implications of Purchase and Assumption

(b) Procedure for Purchase and Assumption

Merger and Acquisition

(a) Reasons for Merger and Acquisition

 

(b) Classification of Mergers

(c) Categories of Merger

(d) Post-merger Compliance

(e) Post-merger Inspection

(f) Refusal of Merger Application

(g) Revocation of Merger Approval

Take-Over

(a) Take-over Procedure

 

16. COMPANY PROCEEDINGS AND INVESTMENT DISPUTE RESOLUTION

Company Proceedings

(a) Laws and Rules Governing Company Proceedings

(b) Courts and Tribunals in Company Proceedings

(c) Modes of Commencing Corporate Litigation

Originating Summons

Originating Motion

Writ of Summons

Originating Application

Petition

(a) Procedure for Bringing Petition

(b) Hearing of Petition

(c) Service of Court Process and Other Documents

Alternative Dispute Resolution in Corporate Dispute

Resolution of Investment Disputes

(a) Federal High Court

(b) SEC Administrative Proceedings Committee

(c) Investments and Securities Tribunal

                                          

17. WINDING-UP AND DISSOLUTION OF COMPANIES, BUSINESS AND NON-BUSINESS FORMATION

Companies Winding-Up

(a) Applicable Laws and Regulatory Bodies

(b) Commencement of Winding-Up Proceedings

Types of Winding-Up

(a) Compulsory Winding-Up by Court

(b) Voluntary Winding-Up

(c) Winding-Up Subject to Court Supervision

Major Officers of Winding-Up

(a) Liquidator

(b) Official Receiver

(c) Provisional Liquidator

(d) Receiver

(e) Receiver Manager

(f) Special Manager

Dissolution of Company

 

(a) Procedure for Dissolution

Dissolution of Sole Proprietorship

Dissolution of Partnership

(a) By Act of the Parties

(b) By Operation of Law

(c) By Order of Court

(d) Procedure for Dissolution of Partnership

Dissolution of Incorporated Trustees

(a) Grounds for Dissolution

(b) Procedure for Dissolution

(c) Assets Distribution